AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) between ScanSource, Inc., a South
Carolina corporation (“Company”), and Richard P. Cleys (“Executive”) (collectively “the Parties”) is effective as of June 30, 2008
(“Effective Date”) as an amendment and restatement of the Employment Agreement originally dated as of October 13, 2005,
between the Company and Executive.
The Company desires to employ Executive as Vice President and Chief Financial Officer, and Executive is willing to serve in
such capacity, in accordance with the terms and conditions of this Agreement.
In consideration of the foregoing and of the mutual commitments below, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Employment . On the Effective Date, Executive will be employed in the capacity stated above with such commensurate
responsibilities as are assigned to him by the Company’s Board of Directors (“Board”) or Chief Executive Officer (“CEO”).
Executive will report directly to the CEO.
2. Employment Period . Unless earlier terminated in accordance with Section 5, Executive’s employment will be for a term
(the “Employment Period”), beginning on the Effective Date and ending three years after the Effective Date, the Employment
Period End Date. Provided , however , that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment
Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End
Date or the first anniversary of the date on which the Change in Control initially occurred.
3. Extent of Service . During the Employment Period, and excluding any periods of vacation and sick leave to which.
Executive is entitled, Executive agrees to devote his business time, attention, skill and efforts exclusively to the faithful
performance of his duties hereunder. Provi